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STERIS CORPORATION DEFERRED COMPENSATION PLAN PLAN DOCUMENT

Executive Compensation Plan Agreement

STERIS CORPORATION DEFERRED COMPENSATION PLAN PLAN DOCUMENT | Document Parties: STERIS CORP You are currently viewing:
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STERIS CORP

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Title: STERIS CORPORATION DEFERRED COMPENSATION PLAN PLAN DOCUMENT
Date: 2/6/2009
Industry: Medical Equipment and Supplies     Sector: Healthcare

STERIS CORPORATION DEFERRED COMPENSATION PLAN PLAN DOCUMENT, Parties: steris corp
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Exhibit 10.1

 

 

 

STERIS CORPORATION DEFERRED COMPENSATION PLAN

PLAN DOCUMENT

(As Amended And Restated Effective January 1, 2009)

 

 

 


T ABLE OF C ONTENTS

 

Section 1.    

  

Purpose:

  

1

Section 2.    

  

Definitions:

  

1

2.1  

  

“Active Participant”

  

1

2.2  

  

“Adoption Agreement”

  

1

2.3  

  

“Beneficiary”

  

1

2.4  

  

“Board”

  

1

2.5  

  

“Change in Control”

  

1

2.6  

  

“Committee”

  

1

2.7  

  

“Compensation”

  

1

2.8  

  

“Crediting Date”

  

1

2.9  

  

“Deferred Compensation Account”

  

1

2.10

  

“Disabled”

  

2

2.11

  

“Education Account”

  

2

2.12

  

“Effective Date”

  

2

2.13

  

“Employee”

  

2

2.14

  

“Employer”

  

2

2.15

  

“Employer Credits”

  

2

2.16

  

“In-Service Account”

  

2

2.17

  

“Normal Retirement Age”

  

2

2.18

  

“Participant”

  

2

2.19

  

“Participant Deferral Agreement”

  

2

2.20

  

“Participant Deferral Credits”

  

2

2.21

  

“Participating Employer”

  

3

2.22

  

“Performance-Based Compensation”

  

3

2.23

  

“Plan”

  

3

2.24

  

“Plan Administrator”

  

3

2.25

  

“Plan-Approved Domestic Relations Order”

  

3

2.26

  

“Plan Year”

  

4

2.27

  

“Qualifying Distribution Event”

  

4

2.28

  

“Retirement”

  

4

2.29

  

“Retirement Account”

  

4

2.30

  

“Section 409A Guidance”

  

4

2.31

  

“Service”

  

4

2.32

  

“Service Bonus”

  

4

2.33

  

“Specified Employee”

  

4

2.34

  

“Spouse” or “Surviving Spouse”

  

5

2.35

  

“STERIS”

  

5

2.36

  

“Student”

  

5

2.37

  

“Trust”

  

5

2.38

  

“Trustee”

  

5

2.39

  

“Years of Service”

  

5

Section 3.    

  

Participation:

  

5

Section 4.  

  

Credits to Deferred Compensation Account:

  

5

4.1  

  

Participant Deferral Credits

  

5

4.2  

  

Employer Credits

  

6

4.3  

  

Deferred Compensation Account

  

6

 

i


T ABLE OF C ONTENTS

(Continued)

 

Section   5.    

  

Qualifying Distribution Events:

  

6

5.1  

  

Separation from Service

  

6

5.2  

  

Disability

  

7

5.3  

  

Death

  

7

5.4  

  

In-Service Distributions

  

7

5.5  

  

Education Distributions

  

7

5.6  

  

Change in Control

  

8

Section   6.    

  

Qualifying Distribution Events Payment Options:

  

8

6.1  

  

Payment Options

  

8

6.2  

  

De Minimis Amounts

  

8

6.3  

  

Subsequent Elections

  

8

6.4  

  

Acceleration Prohibited

  

9

Section   7.    

  

Vesting:

  

9

Section   8.    

  

Accounts; Deemed Investment; Adjustments to Account:

  

9

8.1  

  

Accounts

  

9

8.2  

  

Deemed Investments

  

9

8.3  

  

Adjustments to Deferred Compensation Account

  

9

Section   9.    

  

Administration by Committee:

  

10

9.1  

  

General

  

10

9.2  

  

Conflicts of Interest

  

10

9.3  

  

Correction of Errors

  

10

9.4  

  

Authority to Interpret Plan

  

10

9.5  

  

Third-Party Advisors

  

10

9.6  

  

Expense Reimbursement

  

10

9.7  

  

Indemnification

  

10

Section 10.    

  

Contractual Liability; Trust:

  

11

10.1  

  

Contractual Liability

  

11

10.2  

  

Trust

  

11

Section 11.    

  

Allocation of Responsibilities:

  

11

11.1  

  

Board

  

11

11.2  

  

Committee

  

11

11.3  

  

Plan Administrator

  

12

Section 12.    

  

Benefits Not Assignable; Facility of Payments:

  

12

12.1  

  

Benefits Not Assignable

  

12

12.2  

  

Payments to Minors and Others

  

12

Section 13.    

  

Beneficiary:

  

12

Section 14.    

  

Amendment and Termination of Plan:

  

13

14.1  

  

Termination in the Discretion of STERIS

  

13

14.2  

  

Termination Upon Change in Control

  

13

14.3  

  

No Financial Triggers

  

13

Section 15.    

  

Communication to Participants:

  

13

Section 16.    

  

Claims Procedure:

  

14

16.1  

  

Filing of a Claim for Benefits

  

14

16.2  

  

Notification to Claimant of Decision

  

14

16.3  

  

Procedure for Review

  

14

16.4  

  

Decision on Review

  

14

16.5  

  

Action by Authorized Representative of Claimant

  

15

 

ii


T ABLE OF C ONTENTS

(Continued)

 

Section 17.    

  

Miscellaneous Provisions:

  

15

17.1  

  

Set off

  

15

17.2  

  

Notices

  

15

17.3  

  

Reliance on Data

  

15

17.4  

  

Receipt and Release for Payments

  

15

17.5  

  

Headings

  

15

17.6  

  

Continuation of Employment

  

15

17.7  

  

Construction

  

15

17.8  

  

Section 409A Compliance

  

15

 

iii


S TERIS C ORPORATION D EFERRED C OMPENSATION P LAN

S ECTION  1. P URPOSE :

By execution of the Adoption Agreement, STERIS has adopted the Plan set forth herein to provide a means by which certain management Employees of the Participating Employers may elect to defer receipt of current Compensation from the Participating Employer in order to provide retirement and other benefits on behalf of such Employees of the Participating Employer, as selected in the Adoption Agreement. The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974.

S ECTION  2. D EFINITIONS :

As used in the Plan, including this Section 2, references to one gender shall include the other and, unless otherwise indicated by the context:

2.1 “Active Participant” means, with respect to any day or date, a Participant who is in Service on such day or date; provided, that a Participant shall cease to be an Active Participant immediately upon a determination by the Committee that the Participant has ceased to be an Employee, or that the Participant no longer meets the eligibility requirements of the Plan.

2.2 “Adoption Agreement” means the written agreement pursuant to which STERIS adopts the Plan, as amended from time to time. The Adoption Agreement is a part of the Plan as applied to STERIS.

2.3 “Beneficiary” means the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan.

2.4 “Board” means the Board of Directors of STERIS and, to the extent of any delegation by the Board of Directors to the Compensation and Corporate Governance Committee of the Board of Directors or any other Committee of the Board of Directors (or subcommittee thereof) pursuant to this Plan or pursuant to the charter of any such Committee or otherwise, such Committee (or subcommittee).

2.5 “Change in Control” shall mean a change of control of STERIS as defined for purposes of Section 409A of the Code, including regulations and administrative guidance promulgated thereunder.

2.6 “Committee” means the persons designated as such in the Adoption Agreement, as applicable. If the Committee is unable to serve, STERIS shall satisfy the duties of the Committee provided for in Section 9.

2.7 “Compensation” shall have the meaning designated in the Adoption Agreement.

2.8 “Crediting Date” means the date designated in the Adoption Agreement for crediting the amount of any Participant Deferral Credits to the Deferred Compensation Account of a Participant. Employer Credits may be credited to the Deferred Compensation Account of a Participant on any day that securities are traded on a national securities exchange.

2.9 “Deferred Compensation Account” means the account maintained with respect to each Participant under the Plan. Each Participant’s Deferred Compensation Account shall contain a separate class year subaccount (each a “Class Year Subaccount”) to reflect the credits and debits associated with the Participant Deferral Credits made to the Plan pursuant to each year’s deferral election. The Deferred Compensation Account shall be credited with


Participant Deferral Credits and Employer Credits, credited or debited for deemed investment gains or losses, and adjusted for payments in accordance with the rules and elections in effect under Section 8. The Class Year Subaccount of a Participant shall include any In-Service Account or Education Account of the Participant, if so elected in the Adoption Agreement.

2.10 “Disabled” means a Participant who is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of a Participating Employer.

2.11 “Education Account” means a separate account to be kept for each Participant that has elected to take education distributions as described in Section 5.5. The Education Account shall be adjusted in the same manner and at the same time as the Deferred Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.

2.12 “Effective Date” shall be the date designated in the Adoption Agreement as of which the Plan first becomes effective.

2.13 “Employee” means an individual in the Service of the Participating Employer if the relationship between the individual and the Participating Employer is the legal relationship of employer and employee and if the individual is a highly compensated or management employee of the Participating Employer and excludes non-resident aliens with no U.S. source income. An individual shall cease to be an Employee no later than such time as such individual incurs a termination of Service.

2.14 “Employer” means STERIS and each other Participating Employer, and each trade or business (whether or not incorporated) that is required to be aggregated with STERIS under rules similar to subsections (b) and (c) of Section 414 of the Code.

2.15 “Employer Credits” means the amounts credited to the Participant’s Deferred Compensation Account pursuant to the provisions of Section 4.2.

2.16 “In-Service Account” means a separate account within a Class Year Subaccount to be kept for each Participant that has elected to take in-service distributions as described in Section 5.4. The In-Service Account shall be adjusted in the same manner and at the same time as the Deferred Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.

2.17 “Normal Retirement Age” of a Participant means the age designated as such in the Adoption Agreement.

2.18 “Participant” means with respect to any Plan Year an Employee who has been designated by the Committee as a Participant and who has entered the Plan or who has a Deferred Compensation Account under the Plan.

2.19 “Participant Deferral Agreement” means a written agreement entered into between a Participant and a Participating Employer pursuant to the provisions of Section 4.1.

2.20 “Participant Deferral Credits” means the amounts credited to the Participant’s Deferred Compensation Account and Class Year Subaccounts therein pursuant to the provisions of Section 4.1.

 

2


2.21 “Participating Employer” means STERIS and any trade or business (whether or not incorporated) which has been designated as a Participating Employer by STERIS or which adopts this Plan with the consent of STERIS.

2.22 “Performance-Based Compensation” means compensation where the amount of, or entitlement to, the compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve months in which the service provider performs services. Organizational or individual performance criteria are considered pre-established if established in writing no later than 90 days after the commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria are established. Performance-based compensation may include payments based upon subjective performance criteria in accordance with the Section 409A Guidance.

2.23 “Plan” means the STERIS Corporation Deferred Compensation Plan, as herein set out or as duly amended.

2.24 “Plan Administrator” means the person designated as such in the Adoption Agreement.

2.25 “Plan-Approved Domestic Relations Order” shall mean a court order that is lawfully directed to this Plan and that is served upon the Plan Administrator before the Participant receives a distribution of his benefit that pursuant to a state domestic relations law creates or recognizes the existence of the right of an alternate payee to receive all or a portion of a Participant’s benefit and that meets all of the following requirements. An order shall not be a Plan-Approved Domestic Relations Order unless the Plan Administrator determines that the court order on its face and without reference to any other document states all of the following:

(a) The court order expressly states that it relates to the provision of child support, alimony, or marital property rights to a spouse, former spouse, or child of a Participant and is made pursuant to State domestic relations law.

(b) The court order clearly and unambiguously specifies that it refers to this Plan.

(c) The court order clearly and unambiguously specifies the name of the Participant’s Employer.

(d) The court order clearly specifies: the name, mailing address, and social security number of the Participant; and the name, mailing address, and social security number of each alternate payee.

(e) The court order clearly specifies the amount or percentage, or the manner in which the amount or percentage is to be determined, of the Participant’s benefit to be paid to or segregated for the separate account of the alternate payee.

(f) The court order expressly states that the alternate payee’s segregated account shall bear all fees and expenses as though the alternate payee were a Participant.

(g) The court order clearly specifies that any distribution to the alternate payee becomes payable only after a Qualifying Distribution Event of the Participant and only upon the alternate payee’s written claim made to the Plan Administrator.

(h) The court order clearly specifies that any distribution to any alternate payee shall be payable only as a lump sum.

(i) The court order expressly states that it does not require this Plan to provide any type or form of benefit or any option not otherwise provided under this Plan.

(j) The court order expressly states that the order does not require this Plan to provide increased benefits.

 

3


(k) The court order expressly states that any provision of it that would have the effect of requiring any distribution to an alternate payee of deferred compensation that is required to be paid to another person under any court order is void.

(l) The court order expressly states that nothing in the order shall have any effect concerning any party’s tax treatment, and that nothing in the order shall direct any person’s tax reporting or withholding.

An order shall not be a Plan-approved Domestic Relations Order if it includes any provision that does not relate to this Plan. Without limiting the comprehensive effect of the preceding sentence, an order shall not be a Plan-Approved Domestic Relations Order if the order includes any provision relating to any pension plan, retirement plan, deferred compensation plan, health plan, welfare benefit plan, or employee benefit plan other than this Plan. An order shall not be a Plan-Approved Domestic Relations Order unless the order provides for only one alternate payee. An order shall not be a Plan-Approved Domestic Relations Order if the order includes any provision that would permit the alternate payee to designate any beneficiary for any purpose. However, an order does not fail to qualify as a Plan-approved Domestic Relations Order because it provides that any rights not paid before the alternate payee’s death shall be payable to the duly appointed and then-currently serving personal representative of the alternate payee’s estate. The Plan Administrator may assume that the alternate payee named by the court order is a proper payee and need not inquire into whether the person named is a spouse or former spouse or child of the Participant.

2.26 “Plan Year” means the twelve-month period ending on the last day of the month designated in the Adoption Agreement; provided, that the initial Plan Year may have fewer than twelve months.

2.27 “Qualifying Distribution Event” means (i) the separation from Service, as defined in the Section 409A Guidance, of the Participant, (ii) the date the Participant becomes Disabled, (iii) the death of the Participant, (iv) to the extent permitted, the time specified by the Participant for an in-service or education distribution, or (v) a Change in Control of STERIS, each as provided in Section 5. Distributions for unforeseeable emergencies or similar occurrences are not permitted under the Plan.

2.28 “Retirement” means the attainment of age 65 and cessation of Service with all Employers.

2.29 “Retirement Account” means the portion of the Deferred Compensation Account of a Participant, excluding any In-Service Account or any Education Account. The Retirement Account shall be adjusted in the same manner and at the same time as the Deferred Compensation Account under Section 8 and in accordance with the rules and regulations in effect under Section 8.

2.30 “Section 409A Guidance” means collectively Section 409A of the Code, any proposed, temporary or final regulations, and any other formal guidance issued by the Secretary of the Treasury or the Internal Revenue Service with respect thereto.

2.31 “Service” means employment of a Participant by a Participating Employer as an Employee. For purposes of the Plan, the employment relationship is treated as continuing intact while the Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Employee’s right to reemployment is provided either by statute or contract.

2.32 “Service Bonus” means any bonus paid to a Participant by the Participating Employer which is not Performance-Based Compensation.

2.33 “Specified Employee” means an employee who is a specified employee within the meaning of the Section 409A Guidance (determined pursuant to procedures adopted by STERIS in accordance with the Section 409A Guidance).

 

4


2.34 “Spouse” or “Surviving Spouse” means, except as otherwise provided in the Plan, a person who is the legally married spouse or surviving spouse of a Participant.

2.35 “STERIS” means STERIS Corporation, an Ohio corporation.

2.36 “Student” means the individual designated by the Participant in the Participant Deferral Agreement with respect to whom the Participant will create an Education Account, if applicable.

2.37 “Trust” means the trust fund established pursuant to Section 10.2, if designated by STERIS in the Adoption Agreement.

2.38 “Trustee” means the trustee, if any, named in the agreement establishing the Trust and such successor or additional trustee as may be named pursuant to the terms of the agreement establishing the Trust.

2.39 “Years of Service” means each Plan Year of Service completed by the Participant. For vesting purposes, Years of Service shall be calculated from the date designated in the Adoption Agreement.

S ECTION  3. P ARTICIPATION :

The Committee in its discretion shall designate each Employee who is eligible to participate in the Plan. Participation for any Plan Year shall be limited to Employees who are employed at salary grade level “H” or above by one or more of the Participating Employers and who will have an annual base salary of $100,000 or above during such Plan Year. An Employee designated by the Committee as a Participant who has not otherwise entered the Plan shall enter the Plan and become a Participant as of the date determined by the Committee. A Participant who separates from Service with the Employer and who later returns to Service will not be an Active Participant under the Plan except upon satisfaction of such terms and conditions as the Committee shall establish upon the Participant’s return to Service, whether or not the Participant shall have a balance remaining in the Deferred Compensation Account under the Plan on the date of the return to Service. A Participant who separates from Service will cease to be a Participant at such time as he or she no longer has a Deferred Compensation Account under the Plan.

S ECTION  4. C REDITS TO D EFERRED C OMPENSATION A CCOUNT :

4.1 Participant Deferral Credits. To the extent provided in the Adoption Agreement, each year each Active Participant may elect, by entering into a Participant Deferral Agreement with a Participating Employer, to defer the receipt of Compensation from the Participating Employer by a percentage specified in the Participant Deferral Agreement. The amount of the Participant Deferral Credit shall be credited to the respective Class Year Subaccount of the Deferred Compensation Account maintained for the Participant pursuant to Section 8. The following special provisions shall apply with respect to the Participant Deferral Credits of a Participant:

4.1.1 The respective Class Year Subaccount of the Participant’s Deferred Compensation Account shall be credited on each Crediting Date an amount equal to the total Participant Deferral Credit for the period ending on such Crediting Date.

4.1.2 An election pursuant to this Section 4.1 shall be made by the Participant by executing and delivering a Participant Deferral Agreement to the Committee. Except as otherwise provided in this Section 4.1, each such election shall be effective (i) for the calendar year next following the date such Participant Deferral Agreement is received by the Committee with respect to base salary, as defined in Section 2.7(f) of the Adoption Agreement, that is paid with respect to services provided in that calendar year, and (ii) for the fiscal year of the Employer that commences in the calendar year next following the date such Participant Deferral Agreement is received by the Committee with respect to commissions and bonuses that are paid with respect to services performed in that fiscal year. A Participant’s election may be changed at any time prior to the last permissible date for making the election as permitted in this Section 4.1, and shall thereafter be irrevocable.

 

5


4.1.3 In the case of the first year in which the Participant becomes eligible to participate in the Plan, the Participant may execute and deliver a Participant Deferral Agreement to the Committee within 30 days after the date the Participant enters the Plan to be effective with respect to Compensation to be paid for services performed after the election and as of the first administratively practicable payroll period next following the date the Participant Deferral Agreement is received by the Committee. For Compensation that is earned based upon a specified performance period (for example, an annual bonus), where a deferral election is made in the first year of eligi


 
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